IMUGENE LIMITED — Share Issue/Capital Change 2004

Jan 21, 2004

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

IMUGENE LIMITED

ABN

99 009 179 551

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Ordinary shares

66,667

• $\overline{2}$ Number of *securities issued or to be issued (if known) or maximum number which may be issued
• $\overline{3}$ Principal terms of the "securities (eg. if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion)

Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing class of quoted *securities? If the additional securities do not rank equally, please state: the date from which they do which the extent to they participate for the next dividend, (in the case of a. trust, distribution) or interest payment the extent to which they do not rank equally, other than in	Yes
	relation to the next dividend, distribution or interest payment
5	Issue price or consideration	11.25 cents per Option exercise price
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	66,667 Ordinary Shares (IMU).	Conversion of 66,667 Unlisted Options into
7	Dates of entering + securities into uncertificated holdings Θľ despatch of certificates	22 January 2004
8	Number and class of all securities	Number 101,144,773	+ Class Ordinary shares
	quoted on ASX (including the securities in clause 2 if applicable)

$\div$ See chapter 19 for defined terms.

$\overline{9}$ Number and ⁺class of all ⁺securities not quoted on ASX (including the securities in clause 2 if applicable)

⁺Class Number 6,731,100 Ordinary shares (subject to escrow) Options exercisable at 11.25 2,724,820 cents 4,633,333 Performance Options 5,324 Preference Shares - Series A Preference Shares - Series B 1,774 Preference Shares - Series C 1,774

$10^°$ Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not Applicable

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	holder security approval Ĭs. required?	Not Applicable
12	Is the issue renounceable or non- renounceable?	Not Applicable
13	Ratio in which the "securities will be offered	Not Applicable
14	Class of securities to which the offer relates	Not Applicable
15	*Record determine date $\mathfrak{t}$ $\mathfrak{o}$ entitlements	Not Applicable
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not Applicable
17	Policy for deciding entitlements in relation to fractions	Not Applicable
18	Names of countries in which the entity has *security holders who will not be sent new issue documents Note: Security holders must be told how their entiflements are to be dealt with. Cross reference: rale 7.7.	Not Applicable

⁺ See chapter 19 for defined terms.

Closing date for receipt of Not Applicable 19 acceptances or renunciations

$\div$ See chapter 19 for defined terms.

Names of any underwriters Not Applicable Not Applicable Amount of any underwriting fee or commission Not Applicable Names of any brokers to the issue Fee or commission payable to the Not Applicable broker to the issue 24 Amount of any handling fee Not Applicable payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 Not Applicable If the issue is contingent on "security holders' approval, the date of the meeting Date entitlement and acceptance Not Applicable form and prospectus or Product Disclosure Statement will be sent to persons entitled If the entity has issued options, and Not Applicable the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders Date rights trading will begin (if Not Applicable 28 applicable) Date rights trading will end (if Not Applicable applicable) Not Applicable How do security holders sell their entitlements in full through a broker? 31 How do *security holders sell part Not Applicable of their entitlements through a
	20
	21
	22
	23.
	26.
	27
	29
	30
		broker and accept for the balance?

⁺ See chapter 19 for defined terms.

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 ^#Despatch date Not Applicable

Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

Securities described in Part 1 $(a)$

	AH
--	----

$\epsilon$

other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to 43)

Tick to indicate you are providing the information or documents

• 35 If the "securities are "equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders
• If the ⁺securities are ⁺equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over

37

A copy of any trust deed for the additional "securities

(now go to $43$ )

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which + quotation is sought	Not Applicable
39	Class of *securities for which quotation is sought	Not Applicable
40	Do the + securities rank equally in all respects from the date of allotment with an existing class of quoted securities? If the additional securities do not rank equally, please state: the date from which they do ۰ the extent to which they participate for the next dividend, (in the case of a trust. distribution) or interest payment the extent to which they do not ۰ rank equally, other than in relation to the next dividend. distribution or interest payment	Not Applicable
41	Reason for request for quotation now Example: In the case of restricted securities, end of restríction period (if issued upon conversion of another security, clearly identify that other security)	Not Applicable
42	Number and + class of all + securities quoted on ASX (including the securities in clause 38)	Number + Class Not Applicable

(now go to $43$ )

⁺ See chapter 19 for defined terms.

All entities

Fees

43

Payment method (tick one)
Cheque attached
Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• $\blacksquare$ ⁺Quotation of our additional ⁺securities is in ASX's absolute discretion. ASX may quote the "securities on any conditions it decides.
• $\mathfrak{D}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for $\bullet$ an illegal purpose.
• There is no reason why those "securities should not be granted "quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to pive this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the +securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the "securities be quoted.

⁺ See chapter 19 for defined terms.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 22 January 2004 ....................................... (Director/Company secretary)

Print name:

MARK PEARCE

______________________________________

⁺ See chapter 19 for defined terms.